Exhibit 10.1 - Guarantee AIR COMMERCIAL REAL ESTATE ASSOCIATION GUARANTEE OF LEASE WHEREAS, Mars Enterprises Inc.,hereinafter "Lessor", and Net2Auction Corporation , hereinafter "Lessee", are about to execute a document entitled "Lease" dated July 14th,2006 concerning the premises commonly known as

Exhibit 10.1 - Guarantee

            AIR COMMERCIAL REAL ESTATE ASSOCIATION
                    GUARANTEE OF LEASE

WHEREAS, Mars   Enterprises    Inc.    ,   hereinafter   "Lessor",   and   Net2Auction
Corporation , hereinafter "Lessee", are   about   to   execute a document entitled
"Lease"   dated   July 14th,2006 concerning the premises   commonly   known as 1510
Corporate Center Drive wherein Lessor will lease the premises to Lessee, and


WHEREAS, Delmar Janovec & Brent Crouch
hereinafter "Guarantors"   have   a   financial   interest   in Lessee, and WHEREAS,
Lessor would not execute the Lease if Guarantors did not execute and deliver to
Lessor this Guarantee of Lease.

NOW   THEREFORE,   in   consideration of the execution of the foregoing   Lease   by
Lessor and as a material inducement to Lessor to execute said Lease, Guarantors
hereby jointly, severally, unconditionally and irrevocably guarantee the prompt
payment by Lessee of all   rents and all other sums payable by Lessee under said
Lease and the faithful and   prompt   performance by Lessee of each and every one
of the terms, conditions and covenants   of   said Lease to be kept and performed
by Lessee.
 
It is specifically agreed that the terms of the foregoing Lease may be modified
by agreement between Lessor and Lessee, or by   a   course   of   conduct, and said
Lease   may be assigned by Lessor or any assignee of Lessor without   consent   or
notice to   Guarantors and that this Guaranty shall guarantee the performance of
said Lease as so modified.
 
This Guaranty   shall   not   be   released, modified or affected by the failure or
delay on the part of Lessor to enforce   any   of   the   rights or remedies of the
Lessor under said Lease, whether pursuant to the terms   thereof or at law or in
equity.

No notice of default need be given to Guarantors, it being   specifically agreed
that   the   guarantee of the undersigned is a continuing guarantee   under   which
Lessor   may   proceed   immediately   against   Lessee   and/or   against   Guarantors
following any   breach or default by Lessee or for the enforcement of any rights
which